UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (date of earliest event reported): November
4, 2005
CARRIZO
OIL & GAS, INC.
(Exact
name of registrant as specified in its charter)
|
Texas
|
000-29187-87
|
76-0415919
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number) Identification No.)
|
(I.R.S.
Employer
|
|
1000
Louisiana Street
Suite
1500
Houston,
Texas
|
77002
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
Registrant’s
telephone number, including area code: (713)
328-1000
Not
applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item
2.02 Results
of Operations and Financial Condition.
The
press release by Carrizo Oil & Gas, Inc. (the “Company” or “we”) dated
November 4, 2005 concerning financial results for the quarter ended September
30, 2005, furnished as Exhibit 99.1 to this report, is incorporated by reference
herein. The press release contains measures which may be deemed “non-GAAP
financial measures” as defined in Item 10 of Regulation S-K of the Securities
Exchange Act of 1934, as amended. We discuss EBITDA, as defined in the press
release, on a total and a per share basis for the quarters ended September
30,
2004 and 2005 and the nine months ended September 30, 2004 and 2005.
We
believe that EBITDA, as defined, may provide additional information about
our
ability to meet our future requirements for debt service, capital expenditures
and working capital. EBITDA, as defined, is a financial measure commonly
used in
the oil and natural gas industry and should not be considered in isolation
or as
a substitute for net income, operating income, cash flows from operating
activities or any other measure of financial performance presented in accordance
with generally accepted accounting principles or as a measure of a company’s
profitability or liquidity. Because EBITDA, as defined, excludes some, but
not
all, items that affect net income, the EBITDA presented in the press release
may
not be comparable to similarly titled measures of other companies. We also
discuss net income excluding the non-cash after-tax items stock option
compensation expense, loss on early extinguishment of long-term debt and
equity
in the loss of Pinnacle Gas Resources, Inc. on a total and a per share basis
for
the quarter and nine months ended September 30, 2005. We believe that
this
information will help investors compare results between periods and identify
operating trends that would otherwise be masked by the non-cash after-tax
items.
The most comparable GAAP financial measure, net income, and information
reconciling the GAAP and non-GAAP measures were also included in the press
release.
None
of the information furnished in Item 2.02 and the accompanying exhibit will
be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor will it be incorporated by reference into any registration
statement filed by the Company under the Securities Act of 1933, as amended,
unless specifically identified therein as being incorporated therein by
reference. The furnishing of the information in this report is not intended
to,
and does not, constitute a determination or admission by the Company, that
the
information in this report is material or complete, or that investors should
consider this information before making an investment decision with respect
to
any security of the Company.
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibits.
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Exhibit
Number
|
|
Description
|
|
99.1
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|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
CARRIZO
OIL & GAS, INC.
By:
/s/ Paul F. Boling
Name: Paul
F. Boling
Title: Vice
President and Chief Financial Officer
Date: November
4, 2005
EXHIBIT
INDEX
The
following exhibit is furnished pursuant to Item 2.02: